AMENDED BYLAWS TRINITY EPISCOPAL CHURCH Fort Worth, Texas May 15, 2016 Preamble... Page 5 Article 1. Authority Acknowledged...5 Article 2. Definitions; Membership 2.1 Definitions...5 2.2 Parish Members...6 2.3 Voting Members...6 Article 3. Meetings of Members of the Parish 3.1 Annual Meeting...6 3.2 Reports at Annual Meeting...7 3.3 Special Meeting...7 3.4 Notice...7 3.5 Quorum...7 3.6 Vote...8 3.7 Presiding Officer...8 3.8 Rules of Procedure...8 3.9 Attendance...8 1
Article 4. Rector 4.1 Rector on Vestry...8 4.2 Spiritual Oversight: Property, Authority and Responsibilities...8 4.3 Election and Qualification of Rector...8 4.4 Resignation and Removal; Conflict between Rector and Vestry...9 Article 5. Assistant Clergy 5.1 Vestry Approval...9 5.2 Approval by Bishop or Ecclesiastical Authority...9 5.3 Term...9 5.4 Dismissal...10 5.5 Definition...10 Article 6. Parish Register 6.1 Duty...10 6.2 Contents...10 6.2 Non Parochial Clergy...10 6.4 Absent Communicants...10 Article 7. Wardens and Vestry 7.1 Number, Qualifications; Youth Representative...11 7.2 Election, Term...11 7.3 Vacancy...11 7.4 Re-election...11 7.5 Appointment of Senior Warden, Junior Warden and Other Officers...11 7.6 Vestry Meetings...11 7.7 Duties of the Vestry...12 7.8 Compliance with Constitutions and Canons...12 7.9 Resignations...13 2
7.10 Removal of Vestry Member...13 Article 8. Officers 8.1 Senior Warden...13 8.2 Junior Warden...13 8.3 Treasurer...14 8.4 Secretary...14 8.5 Chancellor...14 8.6 Other Officers...15 Article 9. Standing Committees 9.1 Standing Committees...15 9.2 Executive Committee...16 9.3 Finance Committee...16 9.4 Facilities Committee...16 9.5 Stewardship Committee...17 9.6 Candidate Qualification Review Committee; Election Procedures...17 9.7 Personnel Committee...18 9.8 School Board of Trinity Episcopal School...18 Article 10. Ad Hoc Committees...19 Article 11. Commissions...19 Article 12. Guilds and Parish Organizations...20 Article 13. Execution of Instruments...20 Article 14. Indemnification and Insurance...20 Article 15. Terminology...21 Article 16. Amendment or Repeal of Bylaws...21 Article 17. Standing Rules...21 3
Article 18. Diocesan Convention Delegates and Alternates 18.1 Delegates and Alternates...22 18.2 Number of Adult Lay Delegates and Alternates...22 18.3 Attendance...22 18.4 Vacancies...22 18.5 Youth Representative...22 18.6 Resignations...22 Article 19. Accounting and Financial Matters 19.1 Fiscal Year...23 19.2 Funds...23 19.3 Indebtedness...23 19.4 Books of Account...23 19.5 Audits...23 19.6 Annual Reports...23 19.7 Gifts and Memorials...24 19.8 Property Held in Trust...24 19.9 Real Property...24 19.10 Depositories...24 19.11 Bonds...24 Article 20. Borrowing...24 Article 21. Conflict of Interest...25 Article 22. Nepotism...25 4
AMENDED BYLAWS TRINITY EPISCOPAL CHURCH Fort Worth, Texas May 15, 2016 Preamble TRINITY EPISCOPAL CHURCH hereby adopts the following Amended Bylaws for the Parish: Article 1 Authority Acknowledged 1.1 Authority Acknowledged. The affairs of the Parish shall be conducted in conformity to the Constitution and Canons of the General Convention of the Protestant Episcopal Church in the United States of America (herein referred to as General Convention Canons ). The affairs of the Parish shall likewise be conducted in conformity with the Constitution and Canons of the Diocese of Fort Worth (hereinafter referred to as the Diocesan Canons ); provided in the event of any conflict between the General Convention Canons and either the Diocesan Canons or these Bylaws, as they relate to the affairs of the Parish, the General Convention Canons shall prevail, to the extent of such conflict. 2.1 Definitions: Article 2 Definitions; Membership (a) "Book of Common Prayer" is the most recent edition of the Book of Common Prayer in The Episcopal Church (b ) "The Episcopal Church is the Protestant Episcopal Church in the United States of America which is a constituent member of the Anglican Communion, a Fellowship within the One, Holy, Catholic, and Apostolic Church, in communion with the See of Canterbury, upholding and propagating the historic Faith and Order as set forth in the Book of Common Prayer (c) "Episcopal Diocese of Fort Worth is the ecclesiastical body that is in communion with and under the authority of The General Convention of The Protestant Episcopal Church in the United States of America. 5
(d) "Trinity Episcopal Church" or "The Parish" is the parish church located in Fort Worth, Texas, in the Episcopal Diocese of Fort Worth, (e) Members of the Body of Christ, that is Christ's Church, are those who have been baptized in water in the Name of the Father, the Son, and the Holy Ghost. (f) Members of the Parish are those who are listed on the Parish rolls as members. It is Trinity Episcopal Church's custom to include as members of the Parish those who may not yet be baptized such as newborn infants. Though not Members of the Body of Christ, they are certainly Members of the Parish. Being a Member of the Parish does not entitle one to seat, voice, or vote at the Annual Parish Meeting or any specially called meeting of the Parish, nor does being a Member of the Parish entitle one to hold office in the Parish. (g) Qualified Voters are those Members of the Parish who are Confirmed Communicants in Good Standing and who are at least 16 years of age. Qualified Voters have seat, voice, and vote at the Annual Parish Meeting or any specially called meeting of the Parish. (h) Communicants in Good Standing are all Communicants of the Parish who for the previous year have received Holy Communion in the Episcopal Church at least three times, have been faithful in corporate worship, unless for good cause prevented, and have been faithful in working, praying and giving for the spread of the Kingdom of God. (i) Confirmed Communicants in Good Standing are those Communicants in Good Standing who have received the sacrament of confirmation as indicated in the Parish's records. (j) "Officers" are the Vestry, Rector, Assistant Clergy, Senior Warden, Junior Warden, Chancellor, Treasurer, Secretary and members of the School Board of Trinity Episcopal School. 2.2 Parish Members. Every baptized person whose name and baptism are recorded in the Parish Register is a member of the Parish. A member sixteen years of age or older is an adult member of the Parish. 2.3 Voting Members. Every adult Member of the Parish who is a Confirmed Communicant in Good Standing is a Qualified Voter and is entitled to vote. Any question concerning a person s eligibility for voting must be raised by any Qualified Voter before voting begins. The Rector decides eligibility questions and his or her decision is final for the purposes of that meeting and any adjournment thereof. In the absence of a Rector, the Vestry shall decide eligibility questions. Article 3 Meetings of Members of the Parish 3.1 Annual Meeting. The Parish holds its annual meeting in the month of January at a date and time and place appointed by the Vestry. The purpose of the meeting is to elect Vestry 6
members to new and any unexpired terms, receive reports for the year ended the 31st of December immediately past, including the financial condition of the Parish, elect lay delegates and alternate lay delegates to diocesan convention, receive the budget and reports in accordance with Diocesan Canons, Title IV, Canon 8, and conduct such other business as may properly come before the meeting. 3.2 Reports at Annual Meeting. At the annual meeting of the Parish, the Rector and the Senior Warden, or in case of his or her inability to act, the Junior Warden, shall present a full and faithful account of the condition of the Parish as of December 31 of the preceding year. (a) Rector's Report. The report of the Rector for the previous year shall include: (1) the number of persons baptized and confirmed, (2) the number of baptized members, confirmed communicants in good standing, and households, specifying the number of removals and additions, (3) the number of marriages and burials, (4) the number of services conducted and total attendance and communions, (5) the number of teachers and students in the Sunday Church School, and (6) the total amount of the Discretionary Fund received with such statement of expenditures as he or she may deem proper. (b) Warden's Report. The Report of the Senior Warden (which includes reports of the Junior Warden and Treasurer) shall include, (1) what money, lands or other property have been received during the preceding year, from what source and the value of the same, (2) all offerings, separately stating the purposes for which they have been made, (3) all expenditures and the purposes for which they have been expended, (4) what property has been purchased, exchanged, mortgaged, sold or otherwise alienated or encumbered, and for what purpose, (5) what debts have been contracted and what debts previously contracted are owing, and (6) what improvements have been made with the cost thereof. (c) Retention. Following the meeting, these statements shall be delivered to the new Vestry, to be examined by them and entered into the permanent records of the Parish. 3.3 Special Meeting. A special meeting of the Parish may be called at any time by the Rector and Wardens, the Vestry or 10% or more of the Qualified Voters by giving notice at least one week in advance of its time and place. Such notice shall set forth the business for which the meeting has been called. The Parish may transact only the business set forth in the notice of the meeting and no other business shall be in order except by two-thirds vote of the Qualified Voters present. 3.4 Notice. Notice of any Parish meeting is given during all services held on the two Sundays preceding the meeting and shall include the purpose of the meeting and any business to be properly transacted at the meeting. In the case of the annual meeting, the list of candidates certified by the Candidate Qualification Review Committee shall be published in the Parish Sunday bulletin, the Trinity Newsletter and on the Parish s web site no later than thirty (30) days 7
prior to the meeting. Such notices shall be given by the Rector, and if there is no Rector, by the Wardens 3.5 Quorum. The presence of Qualified Voters numbering not less than 10% of the average reported Sunday attendance for the preceding year, and a majority of the Vestry, constitute a quorum for the transaction of business. 3.6 Vote. Except as these bylaws and parliamentary authority may otherwise provide, elections and resolutions shall be carried by the affirmative votes of a majority of the Qualified Voters present and voting. All elections are to be by written ballot, unless the election is by acclamation. Voting by proxy or absentee ballot shall not be permitted. 3.7 Presiding Officer. The Rector shall preside at Parish meetings. In the Rector s absence, after the Rector has been given notice of the meeting, the Wardens shall preside according to seniority by title. 3.8 Rules of Procedure. In all matters of parliamentary procedure not governed by canon or these bylaws, the latest edition of Robert s Rules of Order shall govern. 3.9 Attendance. Upon discretion of the Rector, some meetings may have only Qualified Voters in attendance. Article 4 Rector 4.1 Rector on Vestry. The Rector of the Parish is ex-officio President of the Vestry and of the Parish and has the casting vote, in case of a tie, on all questions brought before it. 4.2 Spiritual Oversight: Property, Authority and Responsibilities. The Rector has the spiritual oversight of the Parish and shall, at all times, be entitled to the use and control of the Church and Parish building with the appurtenances and furniture thereof, and shall have the responsibility for employment, supervision and direction of the Parish staff. The dedicated and consecrated Church of the Parish may be opened only for the services, rites and ceremonies, or other purposes, duly authorized or approved by the Church, and for no other use. 4.3 Election and Qualification of Rector. (a) Notice of Vacancy. In the event of a vacancy in the Rectorship of the Parish, the Wardens shall give Notice within three (3) days to the Bishop of the Diocese of such vacancy. It shall be the duty of the Bishop or his or her Deputy to meet with the Vestry of the Parish before the Vestry takes whatever measures may be necessary to continue regular services. If the Vestry of the Parish shall for thirty (30) days have failed to make provision for the services it shall be the duty of the Bishop to take whatever measures may be necessary to continue regular services. 8
(b) Calling Process. In the case of a vacancy in the Rectorship of the Parish, the Bishop or his or her deputy shall meet with the Vestry of the Parish to discuss the calling process. The Bishop shall suggest the names of one (1) or more priests to fill the vacancy. The Vestry shall, in the calling process, inform the Bishop of other priests that it would like to consider for the vacant post. If the Vestry desires to conduct a search for candidates for Rector, the Vestry shall appoints a succession committee to investigate and interview potential candidates. (c) Nominees. If the Bishop objects to any priest nominated by the Vestry, he or she may do so in writing within thirty days, giving his or her reasons therefor. Before proceeding to an election, the Vestry shall consider such objection at a meting called for that purpose. (d) Election. The Vestry, having decided upon the person whom they wish to call as Rector of the Parish, sends the name of that person to the Bishop, who is given not more than thirty (30) days in which to communicate with the Vestry in the matter. At the end of thirty (30) day, or as soon as a communication has been received from the Bishop, the Vestry may proceed to an election. The Vestry may elect a candidate as Rector by a vote of two-thirds of the members present and voting. Notice of such election shall be sent to the Bishop, signed by the Wardens confirming a vote of two-thirds of the entire Vestry. If the Bishop be satisfied that the person so elected is a duly qualified Priest, the Vestry may then, but not until then, proceed to issue a call to such Priest to become Rector of the Parish. (e) Recordation and Letter of Agreement. Once the Priest has accepted the call, the Bishop shall notify the Secretary of the Diocesan Convention and the Registrar of the Diocese both of whom shall record it. Such record shall be sufficient evidence of the relation between the new Rector and the Parish. The Rector may have a letter of agreement with the Parish setting forth mutual responsibilities, subject to the Bishop's approval. 4.4 Resignation and Removal; Conflict between Rector and Vestry. Except upon mandatory resignation by reason of age, the Rector may not resign without the consent of the Vestry. Once settled in the Parish, the Rector shall not be dismissed by the Vestry without consent of the Bishop of the Diocese. In case of controversy between the Rector and the Vestry which cannot be settled by the parties themselves, settlement shall be made in accordance with the Constitution and Canons of the Episcopal Church, specifically Canon III, 9.12-13, as may be amended. Article 5 Assistant Clergy 5.1 Vestry Approval. If the Vestry of the Parish gives its approval for the position, an Assistant, by whatever title designated, may be called by the Rector. Notice of Approval for the position must be given to the Bishop of the Diocese. 9
5.2 Approval by Bishop or Ecclesiastical Authority. An assistant shall not be called until the name of the Deacon or Priest who it is proposing to call has been made known to the Bishop, if there is one, or the Ecclesiastical Authority, who shall have thirty (3) days to determine whether the Assistant proposed be duly qualified. If the Bishop or the Ecclesiastical Authority determines that the proposed Assistant is duly qualified, a call may be made. 5.3 Term. An Assistant is directly under the supervision of the Rector. Any Assistant selected may serve at the discretion of the Rector but may not serve beyond the period of service of the Rector except that, pending a call of a new Rector, the Assistant may continue in the service of the Parish if requested to do so by the Vestry of the Parish and under such conditions as the Vestry and the Bishop shall determine. 5.4. Dismissal. If the Rector wishes to dismiss an Assistant, the Rector must present the matter to the Bishop before the dismissal takes place. 5.5. Definition. The term "Assistant" as used in this Article means any member of the ordained clergy of the Church who is employed by or formally assigned to the Parish who is not the Rector of the Parish. Article 6 Parish Register 6.1. Duty. It shall be the duty of every Minister within the Parish to record in a Parish Register all baptisms, confirmations, marriages and burials and the names of all Communicants within his or her care. 6.2. Contents. The Registry shall specify the name and the date of birth of each person baptized, with names of the parents, and the names of the sponsors or witnesses; the names of the persons confirmed and the date of the service, together with the names of the member of the Clergy who presents the class and the name of the Bishop confirming the same; the names of the parties married, and two (2) or more special witnesses of the same, and of the date and place where the marriage was solemnized; the names of the persons buried, the place of interment, and also the date of the service; and a list of the communicants. This Register shall be kept by the Rector, or in case of a vacancy, by the Senior or Junior Warden, and shall be a part of the records of the Parish. 6.3. Non-Parochial Clergy. It shall be the duty of every member of the Clergy not regularly settled in any Parish to record such occasional services as he or she may perform in the Register of the Parish in which such service was held. In case there be no Register in that place, he or she shall report such services to the Bishop, and those reports, or such parts of them as the Bishop may think fit, may be entered in the Journal of the Diocesan Convention. 10
6.4. Absent Communicants. The Parish shall not be required to continue as a Communicant anyone (a) who has been absent from the Parish for two (2) full years, and whose residence, after diligent search has not been discovered, or (b) one who has abandoned the Communion of the Episcopal Church by an open renunciation of its doctrine, discipline and worship, or by a formal admission into a religious body not in communion with the Episcopal Church. 11
Article 7 Wardens and Vestry 7.1 Number; Qualifications; Youth Representative. The Vestry shall consist of not fewer than twelve (12) nor more than fifteen (15) lay members (not including the Rector who is exofficio on the Vestry as Chairman) who shall be Confirmed Communicants in Good Standing of the Parish, who are at the time of election at least eighteen (18) years of age, and who were financial contributors to the Parish in the preceding year as shown on the records of the Treasurer of the Parish. Bishops, priests and deacons who have been ordained in the Church shall not be permitted to serve on the Vestry. In addition to these members the Vestry may include a Youth Representative elected at the Annual Parish Meeting. The Youth Representative shall be a Confirmed Communicant in Good Standing of the Parish and not less than fourteen (14) nor more than eighteen (18) years of age at the time of election. Such Youth Representative shall have a seat and voice but no vote on the Vestry. 7.2 Election; Term. The Vestry of the Parish are duly elected at the Annual Parish Meeting of Trinity Episcopal Church. The election shall be held in accordance with the procedures contained in Article 9.6 hereof. Each member of the Vestry will serve a three-year term succeeding their election. The Vestry shall be elected so that there are three classes of approximate equal size, with the term of each class ending in consecutive years. 7.3 Vacancy. The Vestry shall have the power to fill any vacancy in their number, and members of the Vestry shall continue in office until their successors are elected. The term of office of the replacement so elected shall be the unexpired balance of the vacated three-year term. 7.4 Re-election. If a person has filled two (2) consecutive terms, he or she may not be eligible for election to the Vestry until a full year has elapsed. However, a person elected to fill a vacancy of fewer than two (2) years, shall be eligible for election to two (2) full terms. 7.5 Appointment of Senior Warden, Junior Warden and Other Officers. The Rector shall appoint one (1) of the Vestry members to serve as Senior Warden. If there is no Rector, the Vestry members by majority vote, shall elect on (1) of the Vestry members to be Senior Warden. At the first meeting of the Vestry following the Annual Parish Meeting, the Vestry shall elect one of its members as a Junior Warden. At the same meeting, the Vestry shall elect a Secretary, a Treasurer and a Chancellor, but these officers need not be members of the Vestry. All officers shall serve for one (1) year or until their successors are elected. 7.6 Vestry Meetings (a) Regular Meetings. Regular meetings of the Vestry shall be held once each month at such time and place as the Vestry shall from time to time determine. It shall be the duty of every 12
member of the Vestry to attend meetings regularly. No notice of regular meetings of the Vestry shall be required. (b) Special Meetings. Special meetings of the Vestry may be called by the Rector (or in his absence the Senior Warden), or at the written request of three (3) members of the Vestry, including one (1) Warden, or a majority of the Vestry, upon three (3) days prior written notice to all members of the Vestry; an agenda shall be provided with such notice; and no matter shall be considered at such special meeting unless it appears on the agenda thereof. (c) Action by Consent of the Vestry. If and when all Vestry members shall severally or collectively consent, in writing or electronically, to any action requested to be taken by the Parish, such action or vote shall be as valid as though it had been authorized at a meeting of the Vestry. A record must be kept of the vote or other action. (d) Alternative Forms of Meeting. As an alternative to the provisions of (a), (b) and (c) above, meetings of the Vestry may be held by means of a remote electronic communications system, including conference telephone or similar communications equipment, video conferencing technology or the Internet, or any combination thereof, but only if: (1) A majority of the persons entitled to participate in the meeting consents to the meeting being held by means of the system employed; (2) The system allows each person participating in the meeting to communicate concurrently with each other participant; and (3) If voting is to take place at the meeting, then: a. Every person voting at the meeting by means of remote communications shall be sufficiently identified; and b. A record must be kept of any vote or other action taken. (e) Quorum and Voting. A majority of the Vestry shall constitute a quorum. Each member of the Vestry has a vote, and the Rector may vote in the case of a tie. The Vestry may, from time to time, determine standing rules of order for the conduct of Vestry meetings. (f) Rector's Presence. There shall be no meeting of the Vestry without the presence of the Rector, if there be one, and a majority of the members of the Vestry, provided however, that if the Rector be absent, and when duly notified of a meeting shall decline or neglect to be present, that Vestry shall be competent to transact business if a majority of the members, including one (1) Warden, be present. 7.7 Duties of the Vestry. The Vestry shall have charge of the property, endowments and all temporal concerns of the Parish, shall provide and keep in good order a suitable place of worship and the furnishings and appointments appropriate thereto, and shall provide for the payment of 13
all Parish obligations and assessments. The Vestry shall be the legal representatives of the Parish in all matters concerning its corporate property and the relations of the Parish to its clergy. 7.8 Compliance with Constitution and Canons. The Canons of The Episcopal Church state Any person accepting any office in this Church shall well and faithfully perform the duties of that office in accordance with the Constitution and Canons of this Church and of the Diocese in which the office is being exercised. Newly elected members of the Vestry shall participate in a public liturgy recognizing these duties during a principal Sunday worship service. 7.9 Resignations. A member of the Vestry, other than the Rector, may resign at any time by tendering his or her resignation in writing to the Rector or to a Warden. The Vestry need not accept the resignation to be effective. 7.10. Removal of Vestry Member. A member of the Vestry, other than the Rector, may be removed at any time for due cause by the votes of a majority of the Vestry members present provided that notice of the proposed removal and the reasons for the same shall have been given to the said Vestry member at least five (5) days in advance of the meeting. "Due cause" for removal shall mean the continued absence by a member from regular meetings of the Vestry for a period of three (3) successive meetings without excuse or failure to attend with reasonable diligence to his or her duties as a Vestry member. Article 8 Officers The Parish shall have the following officers who shall be elected or appointed as follows, and shall have the following duties: 8.1 Senior Warden. The Senior Warden assists the Rector in promoting the general interest and administration of the Parish and ensures that all things needed for the orderly worship of God and for the proper administration of the sacraments are provided at the expense of the Parish. The Senior Warden discharges such other duties as the Rector and the Church require. The Senior Warden shall be appointed by the Rector from among the elected members of the Vestry, or if there is no Rector or there is an Interim Rector, the Senior Warden shall be elected from the members of the Vestry by a majority vote of the Vestry. 8.2 Junior Warden. The Junior Warden assists the Rector and the Senior Warden in promoting the general interest of the Parish, supervises the care, protection and maintenance of the Parish buildings and facilities, and assists the Vestry and Rector in ensuring that all things needed for the orderly worship of God and for the proper administration of the sacraments are provided at the expense of the Parish. The Junior Warden discharges such other duties as the Rector and the Church require. The Junior Warden shall be elected by the Vestry from among the members of the Vestry. He shall have oversight of the property and facilities of the Parish on behalf of the Vestry. 14
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8.3 Treasurer. (a) The Treasurer of the Parish shall be elected by the Vestry. The Treasurer may or may not be a Vestry member. He shall have custody of all church funds and securities and shall keep, in books belonging to the Church, full and accurate accounts of all receipts and disbursements and shall comply in all respects with the provisions of Article 19 hereof. He shall be responsible for the deposit of all monies, securities and other valuable effects of the Church in its name in such depositories as may be designated for that purpose by the Vestry. The books and records shall conform to the Manual of Business Methods in Church Affairs of the Episcopal Church. As used in this Article 8.3, the term "Church" shall include the Trinity Episcopal School. (b) The Treasurer shall disburse the funds of the Parish only in accordance with Vestry policy, taking proper vouchers for such disbursements, and he shall provide to the Rector and Vestry at regular meetings of the Vestry, and whenever otherwise requested by them, an accounting of all his transactions as Treasurer and of the financial condition of the Parish. He shall cause the books and records of the Parish to be audited annually in accordance with the requirements of the General Convention Canons and the Diocesan Canons. (c) The Treasurer further ensures that funds of the Parish are properly received and disbursed in accordance with Vestry policy; authorizes payment of bills presented for payment; supervises the preparation of monthly financial reports for the Vestry, a report to the annual meeting, and the annual financial report and financial portions of the annual parochial report to the Diocese. The Treasurer, in conjunction with the Finance Committee, presents and recommends to the Vestry a budget before the annual meeting; and annually submits the financial records of the Parish to audit. The Treasurer shall be adequately bonded. 8.4 Secretary. The Secretary records minutes of all Vestry, annual, and special meetings; gives notice of all such meetings as required by the Diocesan Canons and these Bylaws; reports the names of the Parish s delegates to Diocesan Convention to the Secretary of the Convention; and keeps a current list of all voting members of the Parish. The Secretary of the Parish shall be elected by the Vestry. The Secretary of the Parish shall further serve as the Clerk of the Parish. The Secretary may or may not be a Vestry member. He shall attend all meetings of the Vestry and shall preserve in the books of the Parish true minutes of the proceedings of all such meetings and shall give all notices required by statute, bylaw, or resolution. The Secretary will maintain and preserve the Bylaws and any Standing Rules of the Parish. 8.5 Chancellor. The Chancellor of the Parish shall be elected by the Vestry. The Chancellor must be an attorney licensed to practice law in the State of Texas. The Chancellor will act as legal advisor to the Parish on legal matters affecting the Parish. The Chancellor need not be an elected member of the Vestry, and unless serving as an elected member of the Vestry, the Chancellor will be ex-officio, non-voting, member of the Vestry. The office of Chancellor may be held by a person holding such other offices as may be determined by the Vestry. If not an 16
elected member of the Vestry, the Chancellor may, but need not, attend all Vestry meetings, and shall be entitled to notice of all meetings of the Vestry. 8.6 Other Officers. The Vestry may elect other officers, who have such powers and duties as the Vestry determines. 9.1 Standing Committees. Article 9 Standing Committees (a) General. The Vestry and Rector are supported by the work of standing committees, which are subject to the supervision, advice and ultimate control of the Rector, who may consult with the Wardens and Vestry. Standing Committees and all other Parish organizations will be established or dissolved as deemed necessary by the Rector. Responsibilities for certain administrative areas of Parish activity are assigned to these committees, with Chairman and membership as specified in the succeeding paragraphs. Each committee is responsible for planning, implementing and periodically reviewing its particular parts of the general program of the Parish, including responsibility for submitting to the Finance Committee of the Vestry annual budget proposals for funding any program areas under its responsibility. The Rector shall be the ex-officio Chairman of all Parish committees, commissions, guilds and societies and they shall exist at his pleasure and work under his direction and advice. (b) Designation. The Parish has the following standing committees: Executive, Finance, Facilities, Stewardship, Candidate Qualification Review Committee, Personnel and School Board of Trinity Episcopal School. (c) Composition. The Rector, who may consult with the Wardens and Vestry, appoints members to the standing committees, and requires such activities as will assist the Vestry in the performance of its duties. All adult confirmed members of the Parish are eligible to serve on any committees, as well as such other baptized Christians as the Rector may designate. The Secretary of the Vestry maintains lists of committee members. (d) Term. Committee membership terms are for two years. All committee members may serve successive terms. (e) Chair. The Rector, who may consult with the Wardens and Vestry, shall appoint the chair of each committee whose term shall be for two years and one year off before being eligible for reappointment. Members of the Vestry may serve as committee chairs. (f) Meetings. A standing committee meets as necessary to conduct its business. The committee keeps records of its activities and reports them to the Rector and the Vestry. 17
9.2 Executive Committee (a) Duties. The Executive Committee shall meet as required and as appropriate to discuss matters pertinent to the life of and long range planning for Trinity Episcopal Church and shall report to the Vestry at its regularly scheduled or special called meetings. (b) Composition. Membership on the Executive Committee includes the Rector, Senior Warden, Junior Warden, Treasurer, Chancellor, Chief Executive Officer of the Trinity Episcopal Church Foundation, and a member of the School Board of Trinity Episcopal School. The Executive Committee is chaired by the Rector. Other Communicants in Good Standing of the Parish may be appointed to the committee by the Rector, who may consult with the Wardens and Vestry. 9.3 Finance Committee (a) Duties. The Finance Committee shall review and present recommendations to the Vestry on the finances of the Parish, including but not limited to drafting and monitoring the operating budget of the Parish and overseeing the insurance, endowments, and investments of the Parish. Any recommendations of the Finance Committee are subject to approval of the Vestry and such approval shall be shown in the minutes of the meeting where the approval was granted. (b) Composition. Membership on the Finance Committee includes the Treasurer of the Parish, the Senior Warden, the Junior Warden, a member of the Trinity Episcopal Church Foundation, the Rector (ex-officio), and at least one (1) additional member of the Vestry who shall be appointed by the Rector. Other Communicants in Good Standing of the Parish may be appointed to the committee by the Rector as provided in Article 9.1 (c) hereof. 9.4 Facilities Committee (a) Duties. The Facilities Committee shall review and present recommendations to the Vestry related to the physical plant and equipment of the Parish. The Facilities Committee shall present to the Vestry any recommendations involving the acquisition, disposition or change of status of any properties or facilities of the Parish. The Facilities Committee may be divided into subcommittees such as Arts and Architecture, Risk Management and Safety, and Memorials, to ensure the effectiveness of each area of the committee's responsibilities. (b) Composition. The Facilities Committee is chaired by the Junior Warden. The Rector shall appoint at least one (1) additional member of the Vestry to the Committee and may appoint other Communicants in Good Standing of the Parish at his discretion. 18
9.5 Stewardship Committee (a) Duties. The Stewardship Committee shall oversee, coordinate and implement the stewardship program of the Parish. To implement this program, the committee may be divided into subcommittees, such as Planning, Information, Arrangements and Commitment. The yearround stewardship program of the Parish includes a long-range planning process as well as planning and executing the annual stewardship drive. (b) Composition. The Rector shall appoint a Stewardship Chairman annually. The Chairman of the Stewardship Committee does not have to be a member of the Vestry but shall be responsible for communications between the Stewardship Committee and the Vestry. The Rector, at his discretion, may appoint other Communicants in Good Standing. 9.6 Candidate Qualification Review Committee and Election Procedures (a) Duties. The Candidate Qualification Review Committee shall review the names of persons nominated as candidates for election to vacancies on the Vestry, and for election as Delegates and Alternates to the Diocesan Convention, and shall certify to the Rector the names of those persons who are qualified to be placed on the ballot for the election at the next Annual Parish Meeting, as hereinafter provided. (b) Composition. The Candidate Qualification Review Committee shall be composed of the Senior Warden, the Junior Warden, the Rector and two (2) additional Vestry members appointed by the Rector who are not standing for reelection. The Senior Warden shall serve as Chairman of the committee and shall call any and all meetings. If the Senior Warden is eligible for a second term and desires to be nominated for such term, then the committee chair shall be elected by the committee. (c) Nomination and Election Procedures 1. For a period of at least four weeks, ending not later than six weeks before the date of the Annual Parish Meeting, the Rector and Wardens shall solicit from the membership of the Parish the names of persons to be nominated as candidates for the positions listed in (a) above. Vestry members may submit the names of persons to be nominated as candidates. All nominations shall be made in writing on nomination forms provided by the Rector or by online nomination forms posted on the Parish web site. The form shall be signed by the person making the nomination, and shall state that the person nominated has indicated his willingness to serve if elected. Such forms shall require the listing of standard biographical information about the person nominated. The committee shall verify the canonical qualification of each nominee under Article 7.1 hereof and if the nominee meets such qualifications, the committee shall certify the name of the nominee to the Rector as a candidate to run for the position to be filled. The 19
committee shall certify the names of all qualified candidates to the Rector in sufficient time for the Rector to provide the names of the candidates and their biographical information to the Parish before the Annual Parish Meeting. 2. The names of all certified eligible candidates shall be listed on the written ballot for the election at the Annual Parish Meeting. Election shall be by written secret ballot. Election by acclamation shall also be permitted. Elections to all vacant positions on the Vestry shall be filled by a majority of those present and voting. The election of delegates and alternates to the Diocesan convention shall be by a plurality of those present and voting, the requisite number of delegate positions to be filled by those receiving the highest number of votes, and the alternate positions to be filled in descending order of votes. 9.7 Personnel Committee (a) Duties. The Personnel Committee shall review and present recommendations to the Vestry and the Rector on the staffing needs of the Parish, subject to the canonical requirement that all members of the staff, lay or ordained, serve at the discretion and direction of the Rector. The Personnel Committee shall review and present recommendations to the Vestry and Rector on personnel policies and procedures, compensation, benefits and all other appropriate aspects of the support and evaluation of the staff of the Parish, and present appropriate funding recommendations to the Finance Committee. (b) Composition. Membership on the Personnel Committee includes the Senior Warden, the Junior Warden, the Rector, as Chairman, and not more than two (2) additional members of the Parish appointed by the Rector. 9.8 School Board of Trinity Episcopal School (a) Duties. The School Board of Trinity Episcopal School shall be responsible for the financial oversight of Trinity Episcopal School, shall support the director with operation of the School, and shall serve as a liaison between the School and the Vestry. The School Board may adopt bylaws which shall be consistent with these bylaws and the policies of the Vestry, and which must be approved by a majority vote of the Vestry. (b) Supervision. The School shall operate under the supervision of the School Board in accordance with the best practices of the Southwestern Association of Episcopal Schools. The day to day operations are maintained by the director who is hired by the School Board, and approved by the Vestry in accordance with the Canons of the Diocese. (c) Composition. The School Board of Trinity Episcopal School shall consist of up to five (5) members, elected as specified in the Bylaws of Trinity Episcopal School. A majority of 20
the members shall be Communicants in Good Standing of Trinity Episcopal Church, as listed on its communicant rolls in accordance with the General Convention and Diocesan Canons. (d) Policies and Relationship to the Parish. The policies of the School shall be in harmony with the policies of the Vestry. The School is a ministry of the Parish. (e) Selection and Removal. At a regularly scheduled meeting, no later than August 31, the Vestry shall, by ballot and a majority vote, approve the members of the School Board of Trinity Episcopal School to succeed those whose terms are expiring that year, in accordance with the Bylaws of Trinity Episcopal School. Members of the School Board may be removed by a majority vote of the Vestry. Article 10 Ad Hoc Committees The Rector, who may consult with the Wardens and Vestry, may create and charge ad hoc committees to undertake specific tasks in the governance of the Parish. The Rector appoints the committee members, including the chairs. Each such committee dissolves upon completion of its work. Article 11 Commissions 11.1 Commissions Generally. Commissions are responsible for certain core purpose missions and activities within the Parish as provided herein. Commissions may be established or dissolved by the Rector, who may consult with the Wardens and Vestry. The principal areas of Parish activity are assigned to separate commissions, each chaired by a Communicant in Good Standing of the Parish appointed by the Rector for one year. At least one member of the Vestry and other parishioners with interests in the areas overseen by each Commission shall constitute the membership of the Commission. All Parish organizations, which are chartered by the Rector, are assigned to be under the auspices of the appropriate Commission. Each Commission is responsible for planning, implementing and periodically reviewing its particular parts of the general program of the Parish, including responsibility for submitting to the Finance Committee of the Vestry annual budget proposals for funding the program areas under its responsibility. 11.2 Existing and New Commissions. The existing Commissions in the Parish are as follows: Worship, Pastoral Care, Christian Education/Formation, Adult Formation, Children's Formation, Communications/Public Relations, Newcomers, Parish Life, and Evangelism. The Rector, who may consult with the Wardens or Vestry, may abolish existing Commissions or establish new Commissions without amending these Bylaws. 11.3 Duties and Composition. The duties and composition of Commissions are set by the Rector and may be changed by the Rector from time to time. 21
Article 12 Guilds and Parish Organizations The Parish may support and encourage guilds and other Parish organizations to assist in its missions. These organizations report at least annually at the Parish s annual meeting and are subject to the supervision and ultimate control of the Rector. The assets of these organizations are the assets of the Church. Article 13 Execution of Instruments 13.1 All checks, drafts and orders for payment of money shall be signed in the name of the Parish and shall be countersigned by such officers or agents as the Vestry shall from time to time designate for that purpose. 13.2 When the execution of any contract, conveyance or other instrument has been authorized by the Vestry without its having specified who shall be the executing officer, the Rector or the Senior Warden and the Secretary may execute the same in the name of and on behalf of the Parish. The Vestry shall have the power to designate the officers and agents who shall have authority to execute any instrument on behalf of the Parish. Article 14 Indemnification and Insurance 14.1 The Parish will indemnify and may insure the members of the Vestry and Officers for claims brought against them relating to acts or omissions in the course and scope of their duties as Vestry members or Officers as the case may be to the fullest extent permitted by the provisions of the Texas Business Organizations Code (hereinafter called the BOC ) applicable to nonprofit organizations, as amended from time to time, or by other laws of the State of Texas, as in effect from time to time. Such indemnification will be mandatory, without separate authorization being required, on condition that any requisite determinations have been made in accordance with the BOC or such laws. 14.2 In such connection, it is understood that the Parish will, in the manner and to the full extent permitted by applicable law, indemnify, advance and reimburse expense to any member of the Vestry and Officers for all expenses (including court costs, attorney s fees, penalties, fines, judgments or settlements) arising out of or in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitration or investigative, any appeal in such an action, suit or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding. Advance payments of such expenses may be made upon the written undertaking of any such person to repay such amounts, if it is ultimately determined such person is not entitled to indemnification. The rights of 22
indemnification, advancement and reimbursement of expense conferred herein will not be deemed exclusive of any other rights to which any such person may otherwise be entitled by law, or under the Certificate of Formation of the Parish, or under any agreement or insurance policy, vote of the Vestry or a committee thereof, vote of the Members of the Parish or otherwise that is legally permissible. Further, nothing in these Bylaws will be construed to limit the Vestry s ability to grant rights of indemnification, advancement and reimbursement of expense to any other person or entity, or under any Vestry resolution, agreement, or insurance policy, vote of the Members of the Parish, or other legally permissible manner. 14.3 The Parish shall maintain insurance protection for persons, property and liability according to the minimum standards currently in effect by the Diocesan Risk Management Committee. Article 15 Terminology As used in these Bylaws the masculine pronoun shall be read to include the feminine pronoun. Article 16 Amendment or Repeal of Bylaws 16.1 The following procedures must be followed to amend or repeal these Bylaws: (a) Two-thirds of all members of the Vestry, at a regular or a special meeting called for that purpose, must vote to recommend to the Parish the proposed amendment or repeal of the Bylaws; and (b) A majority of the Qualified Voters of the Parish, either at the next Annual Parish Meeting after such recommendation by the Vestry, or at a special meeting held within one hundred twenty (120) days after such recommendation by the Vestry, must vote to approve the proposed amendment or repeal of the Bylaws. Article 17 Standing Rules 17.1 Each Commission and Committee may create rules outlining the operation of said Commission or Committee. These Standing Rules may be amended, altered, changed, added to, or repealed by the affirmative vote of two-thirds of the Vestry members at a regular meeting of the Vestry, provided notice thereof has been given at a preceding regular or special meeting of the Vestry. 23
Article 18 Diocesan Convention Delegates and Alternates 18.1 Delegates and Alternates. The Parish shall elect at its Annual Parish Meeting Adult Lay Delegates (Delegates) and Alternates to the Diocesan Convention. For the Delegates and Alternates who are to be elected at the Annual Parish Meeting, the Candidate Qualification Review Committee shall certify the names of eligible candidates for Delegates and Alternates to the Rector in accordance with Article 9.6 hereof. Voting to elect Delegates and Alternates at the Annual Parish Meeting is by secret written ballot. Election by acclamation shall be permitted. Elected Delegates and Alternates shall be Confirmed Communicants in Good Standing of the Parish and at least 18 years of age at the time of the first day of any meeting of the Convention and shall each serve a term of one year and hold office until their successors are elected. An elected Delegate or Alternate may be elected to no more than three (3) consecutive terms and shall be ineligible for one year for reelection to the office of Delegate or Alternate after having served in the office three (3) consecutive years. 18.2 Number of Adult Lay Delegates and Alternates. The number of Adult Lay Delegates and Alternates to be elected by the Parish at the Annual Parish Meeting shall be determined by the formula contained in Title I, Canon 1 of the Canons of the Episcopal Diocese of Fort Worth or any successor provision thereto. 18.3 Attendance. Adult Lay Delegates (Seat, Voice and Vote) shall attend all Regional and Diocesan Convention functions unless for good cause prevented, and Alternates (Seat and Voice but No Vote) shall also attend. An Alternate is a member of the Convention and shall have a seat and voice but shall have no vote unless and until the Alternate assumes the chair of a voting Adult Lay Delegate. Adult Lay Delegates and Alternates may discuss anticipated convention business with the Vestry before Diocesan Convention, and report convention proceedings to the Vestry and the Parish within one month after each Diocesan Convention. 18.4 Vacancies. The Rector, or if there is none, the Senior Warden, shall have authority to fill such vacancies as may occur from the list of Alternate Adult Lay Delegates between the time of such election and any meetings of the Convention. 18.5 Youth Representative (Seat and Voice But No Vote). The Vestry may, at is option, also designate any Youth Representative elected under Article 7.1 hereof as a Youth Representative to the Diocesan Convention. Such a Youth Representative shall have a seat and voice but no vote at the Diocesan Convention. The Parish may also select an Alternate Youth Representative who shall have the same qualifications as the Youth Representative. 18.6 Resignations. A Delegate or Alternate may resign at any time by tendering his resignation in writing to the Rector or to a Warden. The Vestry need not accept the resignation to be effective. 24